Rel: December 16, 2022

Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern 

Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts, 

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SUPREME COURT OF ALABAMA

OCTOBER TERM, 2022-2023

_________________________

1210120

_________________________

Communications Unlimited Contracting Services, Inc.

v.

Steve Clanton

Appeal from Jefferson Circuit Court

(CV-20-903926)

BOLIN, Justice.

Communications Unlimited Contracting Services, Inc. ("CUI"), 

appeals from a judgment of the Jefferson Circuit Court granting a motion 

filed by Steve Clanton to remand for clarification an arbitration award 
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issued by Judicial Arbitration and Mediation Services, Inc. ("JAMS"). We 

reverse the judgment and remand the case.

Facts and Procedural History

Clanton and Martin Rocha had known each other for a number of 

years before the events giving rise to this litigation. Clanton had formerly 

worked for Rocha in Athens, Georgia installing cable systems on college 

campuses, and Clanton and Rocha had remained in contact with each 

other over the years. Rocha went on to found CUI, a Florida corporation 

with its principal place of business in Homewood, Alabama. CUI has been 

in business for more than 25 years and is a provider of cable-installation 

services. Rocha is the sole owner of CUI.

In 2009, following Hurricane Ike, Clanton became involved in the 

restoration industry. Clanton earned certifications in various areas of the 

restoration industry and, in 2018, formed Steven Clanton, LLC, d/b/a SCI 

Restoration Services, LLC ("SCI"), a Georgia limited-liability company 

with its principal place of business in Jacksonville, North Carolina. SCI 

quickly became successful, primarily providing storm-restoration 

services, including water-mitigation services, mold-mitigation services, 

and roofing repair, for residential and commercial customers.
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3

In March 2019, Clanton contacted Rocha about the possibility of 

Rocha's becoming involved in SCI. Rocha traveled to North Carolina and 

spent time with Clanton and Luke Woodruff, Clanton's bank 

representative, to study SCI and the restoration industry. Subsequently, 

Clanton traveled to Birmingham to meet with Rocha and Joseph Miller, 

CUI's president, to discuss a joint business venture. Clanton had 

Woodruff submit bank statements and spreadsheets, which showed that 

SCI had accounts receivable and contracts representing $18.7 million. 

Within a few days, the parties had agreed to a nonbinding letter of intent. 

Over the course of the next couple weeks, Clanton, Rocha and their 

representatives renegotiated the terms of the nonbinding letter of intent. 

On April 1, 2019, CUI and Clanton signed a revised nonbinding 

letter of intent. That letter of intent contemplated that the parties would 

form SCI Restorations, L.L.C., which would purchase all the assets of SCI 

by paying to Clanton $2 million and 75% of the accounts receivable 

collected each month. That letter of intent also provided that that CUI 

would own 51% of SCI Restorations and SCI would own 49% of SCI 

Restorations. 
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In April 2019, SCI registered to do business in Alabama. Clanton 

and SCI moved into CUI's offices in Alabama and began expanding 

operations to the Alabama market. CUI issued Clanton an American 

Express credit card to pay for SCI's expenses, and Clanton started using 

CUI employees to conduct administrative and marketing work for SCI. 

On May 30, 2019, Andy Key, CUI's accountant, who had been 

reviewing SCI's financial information that had been provided by Clanton, 

issued a financial statement for SCI. The financial statement for SCI 

showed that, as of March 31, 2019, SCI had total assets of $6,757,216, 

which included $620,449 in cash; $2,388,194 in accounts receivable for 

completed jobs; $2,790,723 in "costs and estimated earnings in excess of 

billings" for jobs in progress; and $940,050 in vehicles, equipment, and 

personal property. Not included in the total assets listed in the financial 

statement were contracts that Clanton represented had been signed,

representing $3.3 million in expected income for jobs that had not yet 

been started and for jobs in progress for which a portion of the work had 

not yet been started.

In June 2019, SCI began working numerous jobs in the Alabama 

market. At that time, CUI and Clanton decided not to form SCI 
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Restorations for the purpose of purchasing SCI. Rather, they decided that 

CUI would purchase a 50% interest in SCI directly from Clanton. Clanton 

and CUI entered into a purchase agreement and assignment effective 

July 1, 2019, whereby Clanton agreed to sell 50% of his interest in SCI to 

CUI. Section 1.2 of the purchase agreement provided that CUI was to 

transfer to Clanton 100% ownership interest in a house owned by Rocha 

located in Hoover; that Clanton was to receive moneys collected on 

certain accounts receivable held by SCI totaling approximately $2.4 

million, conditioned upon SCI having at least $400,000 in cash on hand; 

that Clanton was to receive any cash on hand from SCI above $200,000 

as of the effective date of the agreement; that CUI was to pay Clanton 

$200,000; and that Clanton was to receive a salary of $150,000 per year 

from SCI. 

Disputes between CUI and Clanton soon arose regarding CUI's 

purchase of a 50% interest in SCI. Clanton claimed that the Hoover house 

had not been transferred to him and that he never received the moneys 

payable to him under the purchase agreement, specifically the moneys 

collected on SCI's accounts receivable and any cash on hand in excess of 

$200,000 as of the effective date of the purchase agreement. Clanton 
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contended that he had fulfilled his obligations under the purchase 

agreement by selling 50% of SCI to CUI. Clanton, after becoming "fed 

up" with CUI's not fulfilling its obligations under the purchase 

agreement, emailed Rocha on October 23, 2019, expressing his desire to 

"unwind" the purchase agreement. 

The dispute between Clanton and CUI arising from CUI's purchase 

of a 50% interest in SCI was ultimately presented to arbitration before a 

JAMS arbitrator. CUI sought approximately $969,000 that it alleged that 

it had invested in SCI and the fair-market value of a 50% interest in SCI,

which it valued at $3,865,935. Clanton sought the fair-market value of 

the house located in Hoover, which the parties agreed was valued at 

$765,000; $2,388,194 in moneys allegedly owed from SCI's accounts 

receivable; and $550,000, which represented the cash on hand above 

$200,000 available to SCI on the effective date of the purchase 

agreement. Following a five-day arbitration proceeding, the JAMS 

arbitrator, on August 18, 2020, entered an arbitration award, awarding 

CUI $889,443 and awarding Clanton $840,000. In reaching the 

arbitration award, the arbitrator made it clear that she was resolving 

only the monetary claims between the parties arising from their failed 
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contractual business arrangement, stating: "I do note that the decision to 

unwind was made by Clanton unilaterally" and "I further note that both 

parties now seek a proper accounting. Both CUI and Clanton have raised 

the issues of who currently owes what to the other party to this 

Arbitration. My job as Arbitrator is to rule on the parties' various claims 

for monetary relief." The arbitrator made no finding regarding whether 

any ownership interest CUI had in SCI should revert to Clanton or 

whether Clanton owned SCI outright. The arbitrator also did not purport 

to dissolve SCI. 

Following the issuance of the arbitration award, CUI, on August 28, 

2020, commenced a statutory dissolution action in the Superior Court of 

Walton County, Georgia, seeking dissolution of SCI ("the dissolution 

action").1 In commencing the dissolution action, CUI noted that, as a 

result of the purchase agreement and assignment, CUI held a 50% 

interest in SCI. 

After the commencement of the dissolution action, Clanton, on 

September 1, 2020, submitted a request for clarification of the arbitration 

1The dissolution action was brought in Georgia because, as noted 

earlier, SCI is a Georgia limited-liability company. 
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award to JAMS, asking that the arbitrator issue a ruling on "the parties'

interest, or lack thereof, in [SCI]." On September 3, 2020, JAMS 

responded that "the Arbitrator's jurisdiction is limited to timely requests 

for correction pursuant to JAMS Streamlined Arbitration Rule 19(i),"

that Clanton's request did not fall into that category, that therefore

JAMS had no jurisdiction to consider Clanton's request, and that the 

arbitration proceeding was closed and would remain closed. On 

November 11, 2020, CUI filed in the Jefferson Circuit Court an 

application for an order confirming the arbitration award. 

Clanton filed a motion to dismiss the dissolution action. While that 

motion was pending, Clanton, on August 5, 2021, again submitted a 

request for clarification to JAMS. Clanton attached to the second request 

for clarification a proposed order specifically requiring that the arbitrator 

make certain new rulings, including, among other things, that "[a]ll 

ownership interests in [SCI] reverted to Respondent Steve Clanton," that

"[t]he Parties' Purchase Agreement and Assignment were rendered null 

and void," and that "Mr. Clanton was awarded ownership of the [Hoover 

house] ... based on the equities of the case." On August 16, 2021, JAMS 

rejected the second request for clarification, again stating that it had no 
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jurisdiction to consider the issues raised in Clanton's second request for 

clarification and that the issues raised in the request should be addressed 

by a court.

On September 1, 2021, the Georgia court presiding over the 

dissolution action entered an order denying Clanton's motion to dismiss 

that action. The Georgia court rejected Clanton's argument that the 

arbitration award estopped or precluded CUI from pursuing the 

dissolution action, stating: 

"[T]he arbitration award nowhere makes any finding 

regarding 'unwinding the deal,' nor on the ownership of SCI. 

To the contrary, the arbitrator did order CUI to pay to Clanton 

the 'main consideration' for its ownership interest in SCI, 

which the Court finds is inconsistent with the transaction 

having been 'unwound.' The Court finds no ambiguity in the 

award as regards ownership of SCI. Because the arbitrator 

did not decide the ownership of SCI, collateral estoppel or 

preclusion does not apply."

Also on September 1, 2021, the Georgia court entered an order denying a 

motion to stay the dissolution action that Clanton had filed during his 

efforts to get the JAMS arbitrator to clarify the arbitration award. The 

Georgia court reiterated that it found "no ambiguity in the award 

requiring clarification" and that "there is no issue of ownership of SCI 

involved in any arbitration." The Georgia court, citing 9 U.S.C. § 12, a 
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part of the Federal Arbitration Act ("the FAA"), 9 U.S.C. § 1 et seq.,

concluded that "the 'clarification' Clanton seeks, considering what he 

would ask the arbitrator to declare, would be in the nature of a 

modification of the award, and the time to seek a modification has long 

since run."

On September 9, 2021, Clanton filed in the Jefferson Circuit Court 

his answer to CUI's application for an order confirming the arbitration 

award and a motion for clarification of the arbitration award, in which 

he requested that the circuit court either clarify the award or remand the 

award to the arbitrator for clarification. October 11, 2021, CUI filed its 

response to Clanton's motion for clarification, arguing that JAMS had 

already twice declined Clanton's requests for clarification of the 

arbitration award; that the arbitration award is not ambiguous in what 

it addressed (the monetary claims), as the Georgia court presiding over 

the dissolution action had already held; and that, because the ownership 

issue had not been addressed by the arbitrator, adding a ruling on that 

issue would represent, and require, a modification, not a "clarification,"

of the arbitration award.
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On October 12, 2021, the circuit court entered an order styled 

"Order Allowing a Clarification of the Arbitrator's Award" and directed

the parties to submit proposed orders to allow submission of an

additional request for clarification to the arbitrator. On October 15, 2021, 

the parties submitted the proposed orders as directed by the circuit court. 

CUI again took the position that no clarification was needed and that 

Clanton was seeking an improper and untimely modification of the 

arbitration award. Clanton's proposed order submitted to the circuit 

court again illustrated that Clanton sought what he called a "global 

clarification" and a declaration as to the parties' respective ownership 

interests in SCI. On that same day, the circuit court entered an order

remanding the arbitration award to JAMS for clarification concerning 

the parties' ownership interests in SCI. CUI appealed.

Standard of Review

This appeal presents a question of law -- namely, whether the 

circuit court erred in remanding the arbitration award to JAMS for a 

"clarification" -- which this Court reviews de novo. Ex parte Alabama 

Rivers Alliance, 165 So. 3d 597 (Ala. 2014).

Discussion
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CUI argues on appeal that the circuit court erred in remanding the 

arbitration award to JAMS for a "clarification" because, it says, Clanton 

seeks an untimely modification of the award that is prohibited by the 

FAA.

"Judicial review of arbitration awards is 'narrowly limited,' and the

FAA presumes that arbitration awards will be confirmed." Gianelli 

Money Purchase Plan & Trust v. ADM Inv. Servs., Inc., 146 F.3d 1309, 

1312 (11th Cir. 1998) (quoting Davis v. Prudential Sec., Inc., 59 F.3d 

1186, 1190 (11th Cir. 1995)); Maxus, Inc. v. Sciacca, 598 So. 2d 1376, 1380 

(Ala. 1992) (stating that "the role of the courts in reviewing the

arbitration award is limited"). It is well established that, "[a]bsent a 

timely motion to vacate [or modify], in most cases' the confirmation of an 

arbitration award is a summary proceeding that makes what is already 

a final arbitration award a judgment of the court.'" Domino Grp. Inc. v. 

Charlie Parker Mem'l Found., 985 F.2d 417, 420 (8th Cir. 1993) (quoting 

Florasynth, Inc. v. Pickholz, 750 F.2d 171, 176 (2d Cir. 1984)).

The FAA provides that "[n]otice of a motion to ... modify ... an award 

must be served upon the adverse party or his attorney within three 

months after the award is filed or delivered." 9 U.S.C. § 12. The three-
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month period is "not subject to extension." Barclays Cap., Inc. v. Hache, 

No. 16 Civ. 315 (LGS), July 12, 2016 (S.D.N.Y. 2016) (not reported in 

Federal Supplement). Once the three-month period for filing a motion to 

vacate or modify has expired, a subsequent attempt to vacate or modify 

an arbitration award cannot generally be made, even in opposition to a 

later motion to confirm the award. Cullen v. Paine, Webber, Jackson & 

Curtis, Inc., 863 F.2d 851, 853-854 (11th Cir. 1989). After the threemonth period has expired, the successful party has a right to obtain 

confirmation of the award in a summary proceeding. Florasynth, Inc. v. 

Pickholz, 750 F.2d at 175; see also Romero v. Citibank USA, Nat'l Ass'n, 

551 F. Supp. 2d 1010, 1012 (E.D. Cal. 2008), and Popular Sec., Inc. v. 

Colon, 59 F. Supp. 3d 316, 318 (D.P.R. 2014). Here, Clanton did not file a 

motion to modify or vacate the arbitration award within the three-month 

period provided in 9 U.S.C. § 12. Rather, Clanton filed a motion in the 

circuit court seeking clarification of the arbitration award regarding the 

parties' ownership interests in SCI. 

Arbitration proceedings are "'summary in nature to effectuate the 

national policy favoring arbitration'" and remands of arbitration awards 

are disfavored because they threaten to disrupt the FAA's policy "of 
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expeditious arbitration." Raiford v. Merrill Lynch, Pierce, Fenner & 

Smith, Inc., 903 F.2d 1410, 1413 (11th Cir. 1990) (quoting Legion Ins. Co. 

v. Insurance Gen. Agency, Inc., 822 F.2d 541, 543 (5th Cir. 1987)); see 

also, e.g., Rich v. Spartis, 516 F.3d 75, 81 (2d Cir. 2008)(noting "the 

general rule that '[a]rbitration awards are subject to very limited review 

in order to avoid undermining the twin goals of arbitration, namely, 

settling disputes efficiently and avoiding long and expensive litigation'" 

(quoting Willemijn Houdstermaatschappij, BV v. Standard Microsystems 

Corp., 103 F.3d 9, 12 (2d Cir. 1997))); General Elec. Co. v. Anson 

Stamping Co., 426 F. Supp. 2d 579, 599 (W.D. Ky. 2006) ("Remand [of an 

award to the arbitrator] is a procedure ... that should be used sparingly."). 

This Court has noted, "[a] key purpose of the Federal Arbitration Act ... 

is to permit the speedy resolution of disputes ...." FMR Corp. v. Howard, 

227 So. 3d 444, 448 (Ala. 2017). Whenever possible, "a court should avoid 

remanding a decision to the arbitrator because of the interest in prompt 

and final arbitration." Teamsters Local No. 579 v. B&M Transit, Inc., 

882 F.2d 274, 278 (7th Cir. 1989). Remand to the arbitrator is "an 

exceptional remedy, 'a procedure to avoid if possible.'" Duke Energy Int'l

Peru Invs. No. 1 Ltd. v. Republic of Peru, 892 F. Supp. 2d 53, 57 (D.D.C. 
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2012) (quoting Ethyl Corp. v. United Steel Workers of Am., AFL-CIO, 768 

F.2d 180, 188 (7th Cir. 1985)). 

Although remand of an arbitration award is strongly disfavored, 

courts have the authority to remand if the award itself is ambiguous or 

fails to address a contingency that arises after the entry of the award.

Green v. Ameritech Corp., 200 F. 3d 967, 977 (6th Cir. 2000). Ambiguity, 

however, requires something more substantial than a simple 

disagreement between the parties. Rather, the arbitration award must 

be "so ambiguous that a court is unable to discern how to enforce it,"

Telenor Mobile Commc'ns AS v. Storm LLC, 351 F. App'x 467, 469 (2d 

Cir. 2009), with the arbitrator's intent "hopelessly difficult" to determine. 

Ethyl Corp., 768 F.2d at 187; see also United States Energy Corp. v. 

Nukem, Inc., 400 F.3d 822, 830 (10th Cir. 2005). Remand to clarify an

alleged ambiguity is not proper when the matter can be resolved from the 

record. See, e.g., Flender Corp. v. Techna Quip Co., 953 F.2d 273, 280 

(7th Cir. 1992). 

CUI argues that Clanton is seeking an untimely modification of the 

arbitration award under the guise of a motion for clarification. "[A] court 

must be careful -- indeed, it is obliged -- to pierce the language of any 
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request to remand for clarification to assure that it is not a disguised 

request for modification or vacatur of an award." Lanier v. Old Republic 

Ins. Co., 936 F. Supp. 839, 850 (M.D. Ala. 1996). As discussed above, the 

arbitrator expressly set forth the scope of her task: "My job as Arbitrator 

is to rule on the parties' various claims for monetary relief." A cursory 

look at the arbitration award shows that resolving the parties' competing 

claims for monetary relief is precisely what the arbitrator did. The 

arbitrator made no finding as to the issues upon which Clanton now seeks 

a "clarification," i.e., issues relating to the ownership interests of the 

parties in SCI. When the language of Clanton's motion is pierced and 

compared to the language of the arbitration award -- which, as will be 

discussed below, is unambiguous as to its scope and as to the monetary 

amounts awarded to the parties -- it is clear that Clanton's motion for a 

clarification was, in fact, a request for a modification of the arbitration 

award. Lanier, 936 F. Supp. at 850. 

This conclusion is supported by Clanton's own proposed orders that

he submitted both to JAMS and to the circuit court. In his proposed order 

to JAMS, Clanton sought to require the arbitrator to make certain new 

rulings, including that "[a]ll ownership interests in [SCI] reverted to 
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Respondent Steve Clanton," that "[t]he Parties' Purchase Agreement and 

Assignment were rendered null and void," and that "Mr. Clanton was 

awarded ownership of the [Hoover house] ... based on the equities of the 

case." Any question as to whether such rulings would amount to 

substantive additions to the arbitration award -- rather than being mere 

clarifications of actual findings of the arbitrator -- is answered by Clanton 

himself, who requested the insertion of those new rulings "in addition to 

other rights and obligations explained in the Award." Such rulings would 

be "in addition to" the arbitrator's findings and rulings in the arbitration 

award, because the arbitrator made no findings or rulings on the relevant 

matters. Indeed, such rulings would also be contrary to the arbitrator's 

stated description of her job in the arbitration proceedings and, if 

"added," would likely have required modification or vacatur of other parts 

of the arbitration award. Based on the foregoing, we conclude that 

Clanton's motion for "clarification" was, in fact, an untimely filed motion 

for modification of the arbitration award. 

CUI further argues not only that Clanton's motion for clarification

demonstrates that he sought relief well beyond what can be characterized 

as a "clarification," but also that the arbitration award itself is simply not 
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ambiguous regarding what the arbitrator was intending to resolve, what 

the arbitrator actually awarded, and to whom it made awards. CUI 

argues that no remand is warranted in this case; instead, it says, under 

the "summary proceeding" anticipated under the FAA when there has

been no timely motion to vacate or modify an arbitration award, the 

circuit court should have simply confirmed the award as it is. Domino 

Grp., 985 F.2d at 420. We agree. 

On its face, the arbitration award is unambiguous, clearly stating

that the arbitrator was resolving only the monetary claims between the 

parties, actually resolving only the monetary claims between the parties, 

and awarding each party certain amounts as money damages. The 

arbitrator made no determination as to the parties' ownership interests 

in SCI. There is no ambiguity regarding the amounts awarded by the 

arbitrator, regarding the party to whom those amounts were awarded, or 

regarding the categories of damages that they represent. Clanton cannot 

render the arbitration award ambiguous simply by claiming that, in 

addition to ruling on the parties' claims for monetary relief, the arbitrator 

should also address the nonmonetary issues that he now seeks to put 

before the arbitrator. The arbitration award is not "'so ambiguous that a 
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court is unable to discern how to enforce it,' ... with the arbitrator's intent 

'hopelessly difficult' to determine," as is required for a remand for 

clarification. Duke Energy, 892 F. Supp. 2d at 57. Because the awards of 

money damages for each party were clearly stated and unambiguous in 

amount and scope, the circuit court erred in remanding the arbitration 

award to JAMS for clarification. 

Conclusion

Based on the foregoing, we conclude that the circuit court erred in 

remanding the arbitration award for clarification. We therefore reverse 

its judgment and remand the case for further proceedings consistent with 

this opinion. 

REVERSED AND REMANDED.

Parker, C.J., and Wise, Sellers, and Stewart, JJ., concur.